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FORM 10-KSB/A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549



|[ x ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|----- | ----------------------------------------------------------------------------------------
|      | For the fiscal year ended - June 30, 2003                                               
|      | OR                                                                                      
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|      | For the transition period from                                                          

Commission file number 000-33189

ABERDENE MINES LIMITED



|NEVADA                                                          | 88-0454792                          
|--------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of 
incorporation or organization) | (I.R.S. Employer Identification No.)

1040 West Georgia Street
Suite 1160
Vancouver, British Columbia
Canada V6E 4H1(Address of principal executive offices, including zip code.)

(604) 605-0885(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:



| | Title of each class
None | Name of each exchange on which registered
None
| | ------------------------ | ----------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

Common StockTitle of each class

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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ]   No [   ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by referenced in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [   ]

State issuer's revenues for its most fiscal year June 30, 2003: $-0-.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of August 22, 2003: $2,187,400

State the number of shares outstanding of each of the issuer's classes of common equity, as of August 22, 2003: 34,464,090

We make forward-looking statements in this document. Our forward-looking statements are subject to risks and uncertainties. You should note that many factors, some of which are described in this section or discussed elsewhere in this document, could affect our company in the future and could cause our results to differ materially from those expressed in our forward-looking statements. Forward-looking statements include those regarding our goals, beliefs, plans or current expectations and other statements regarding matters that are not historical facts. For example, when we use the words "believe," "expect," "anticipate" or similar expressions, we are making forward-looking statements. We are not required to release publicly the results of any revisions to these forward-looking statements we may make to reflect future events or circumstances.











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PART I

ITEM 1.   DESCRIPTION OF BUSINESS

General

We were incorporated in the State of Nevada on January 21, 2000. We are engaged in the exploration of our mining property. We maintain our statutory registered agent's office at 101 Convention Center Drive, Suite 700, Las Vegas, Nevada 89109 and our business office is located at 1040 West Georgia Street, Suite 1160, Vancouver, British Columbia, Canada V6E 4H1. Our telephone number is (604) 605-0885. Our offices are leased from Callinan Mines Ltd. on a month to month basis, and our monthly rental is determined by usage.

There is no assurance that a commercially viable ore body, a reserve, exists in our property until sufficient exploration work is done and an evaluation of that work concludes economic and legal feasibility. Our present plans are strictly limited to research and exploration.

Background

In January 2000, Hugh Grenfal, our President and a member of the board of directors, acquired one mineral property containing six mining claims in British Columbia, Canada by arranging the staking of the same through a third party. The claims are known as the Casino 1, 2, 3, 4, 5, and 6. Mr. Grenfal paid CDN$1,000 to stake the claims. The claims are recorded in Mr. Grenfal's name to avoid paying additional fees, however, title to the claims has been conveyed to us by an unrecorded deed. Under British Columbia provincial law, if the deed is recorded in our name, we will have to pay a minimum of $500.00 and file other documents since we are a foreign corporation in Canada. We have decided that if gold is discovered on the property and it is economical to remove the gold, we will record the deed, pay the additional tax and file as a foreign corporation.

Historical Background

The property is located within the Rossland Mining Camp. About fifty mines within the Camp have each mined between 1 and 100,000 tons of ore during the various periods between 1890 and 1972. In 1906 the Consolidated Mining and Smelting Company of Canada, now known as Cominco was formed to acquire several mines within the Camp as well as the smelter at Trail.

The property includes the working of the post producing Casino-Red Cap Mine which is located on the Casino #1 and #3 claims. The earliest evidence of mining thereon dates from 1951.

In 1951, work on the Casino Red Cap consisted of trenching as well as driving an adit, which was collared 40 feet below the discovery outcrop. In 1957, two drifts each 200 feet long and 25 feet apart in elevation were driven on the near vertical vein. A stope 150 long and 6 feet wide was mined between the levels. A small amount of cross-cutting was done on the lower level. Between 1961 and 1963 work on the claims consisted of 360 feet of diamond drilling collared at the surface, as well as five short underground diamond drill holes were collared on the No. 1 level. Exploration work consisted of 100 feet of cross-cut and 75 feet or raise. Stoping was done on the No. 1 vein between No. 1 and No. 3 levels. In 1964 an exploration program consisting of 2,050 feet of drifts, raises and sub-levels was begun on nos. 1, 2 and 3 veins.





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Geological mapping, sampling and geophysical surveys were carried out in 1979, 1980, 1988, 1989, 1990 and 1991.

Location and Access

The property consists of six mining claims with a total area of approximately 375 acres (150 hectares). The claims are located near the town of Trail in south-central British Columbia, Canada. There is a paved road along the east side of the claims, and a rough gravel road accesses the old mine tunnel.

Plant and Equipment

We do not own a plant or any equipment. If we discover mineralized material we intend to hire independent third party contractors to mine the property. There is no source of power on the property. Power for operations will be generated from gasoline generators. There is no equipment on the property.

Geology and Mineralization

Two main rock types occur on the property. The older are Jurassic aged volcanic and sedimentary rocks. These rocks are intruded by Jurassic granodiorite, and a monzonite intrusion of similar age. Younger, Eocene - aged granite stocks, and gabbro dykes and hornblende porphyry dykes also occur. The old mine was worked on a series of at least three quartz veins that occur near the contract between granodiorite and the volcanic and sedimentary rocks. The veins are steeply dipping, and host galena, sphalerite, pyrite and arsenopyrite mineralization. The best gold grades are reportedly associated with arsenopyrite. The thickness of the veins varies, with an average width of 14 inches (35.6 cm). However, historic reported mining activity on the No. 1 level suggest that mined widths were locally greater than this average.

Our Proposed Exploration Program

We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.

Our exploration program is designed to economically explore and evaluate our properties.

We do not claim to have any ores or reserves whatsoever at this time on any of our properties.

We have begun our exploration program and intend to proceed in the following three phases:

Phase 1 began with research of the available geologic literature, personal interviews with geologists, mining engineers and others familiar with the prospect sites. We have recently begun this phase of the exploration process on our properties.

When the research is completed, our initial work will be augmented with geologic mapping, geophysical testing and geochemical testing of our claims. When available, existing workings, such as trenches, prospect pits, shafts or tunnels will be examined. If an apparent mineralized zone is identified and narrowed down to a specific area by the studies, we will to begin trenching the area.





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Trenches are generally approximately 150 ft. in length and 10-20 ft. wide. These dimensions allow for a thorough examination of the surface of the vein structure types generally encountered in the area. They also allow for efficient reclamation, re-contouring and re-seeding of disturbed areas. Once excavation of a trench is completed, samples are taken and then analyzed for economically potential minerals that are known to have occurred in the area. Careful interpretation of this available data collected from the various tests aid in determining whether or not the prospect has current economic potential and whether further exploration is warranted.

Phase 1 will take about 3 months to complete and cost up to $20,000.  Phase 2 involves an examination of the underground characteristics of the vein structure that was identified by Phase 1 of exploration. Phase 2 is aimed at identifying any mineral deposits of potential economic importance. The methods employed are



| | * 
* 
* | more extensive trenching
more advanced geophysical work
drift driving
| | ------- | ---------------------------------------------------------------------

Drift driving is the process of constructing a tunnel to take samples of ore for testing. Later, the tunnel can be used for mining ore. The geophysical work gives a general understanding of the location and extent of mineralization at depths that are unreachable by surface excavations and provides a target for more extensive trenching and core drilling. Trenching identifies the continuity and extent of mineralization, if any, below the surface. After a thorough analysis of the data collected in Phase 2, we will decide if the property warrants a Phase 3 study.

Phase 2 will take about 3 months to complete and cost up to $20,000.  Phase 3 is aimed at precisely defining the depth, the width, the length, the tonnage and the value per ton of any ore body. This is accomplished through extensive drift driving. Phase 3 will take about 6 months and cost up to $80,000.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to remove the mineralized material.  If mineralized material is found on our property and removal is warranted, and we do not have adequate cash to do so, we will have to sell additional shares of common stock or borrow money to finance the cost of removing the mineralized material. At the present time we do not know if we will need additional money to remove the mineralized material from the property, if warranted. There is no assurance that we will have the funds to remove the mineralized material from the property if warranted and there is no assurance we will be able to raise additional money through the sale of additional shares of common stock or through loans.

Status of Our Exploration Program

We are currently in Phase 1 of our proposed exploration program.

A program consisting of soil and rock sampling as well as geological mapping was completed during early July 2002. The geological mapping and rock sampling was carried out between July 4 through July 10 and the soil sampling was carried out on July 16, 2002.





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The portals of each of old adits were sealed and inaccessible. At present the underground workings can only be accessed by either; using a large excavator to remove the debris blocking the mouth of the adits, or by rapelling down a collapsed stope, to the main set of underground workings.

An alternative exploration program was devised. The goal of this work was to determine if additional mineralized veins/areas were present in the proximity of the underground workings. A review of historic exploration data revealed that the main quartz vein(s), which had been commercially exploited, had been faulted off and that the continuation (if such exists) of these veins has not yet been located.

Geological mapping at a scale of 1:100 was completed over a 200m (650 ft) x 250m (820 ft) area immediately surrounding the main quartz veins. A total of 62 soil samples, taken at 25m (82 ft) intervals along the control 1,850m (6,068 ft) of flagged control grid, and 9 rock samples were also collected. All rock and soil samples were analyzed using gold analysis and 30-element ICP at Assayers Canada (Min-En) Laboratory in Vancouver.

The soil samples have identified a gold/arsenic (+/- lead, zinc & silver) soil anomaly. The anomaly strikes approximately 40o and has a discontinuous strike length of 120m (390 ft). The anomaly is primarily located within the metasediment unit and parallels the contract with the Quartz Monzonite. The anomaly has a width that varies between 50m (160 ft) at the northern end to 25m (82 ft) at the southern end. Gold values of +40ppb (max 162 ppb) and Arsenic values of +100ppm (max 304ppm) are coincident on an almost point-by-point basis within the anomaly.

Presently quartz veins with gold mineralization are only noted within the sedimentary unit immediately adjacent (within 10m - 20m (33-66 ft)) to the contact with a quartz-monzonite unit. The sedimentary unit - a metasiltstone unit - typically dark silicious apharitic to very fine grained with moderate disseminate very fine to ultra-fine grained pyrite. Local hematitic weathering - and local finely stratified. The quartz-monzonite unit - silicificed with some chloritic alteration close to the contact. Andesite dykes have intruded the metasiltstone unit. The quartz veins vary from discrete veins/veinlettes to less distinct silicification occurring as localized silica flooding and/or podiform bodies.

Results from the 9 rock samples collected within the area are low. The highest gold value received was from a 20cm (7.8 inches) chip samples of quartz vein material (CRC -7) that returned 360ppb Au. The sample was collected at 0+60E x 1+00N - which is immediately uphill from the Upper Adit.

It is evident that all of the quartz veins and gold mineralization is restricted to the sediments of the Elise Formation near the contact with the quartz-monzonite of the Rossland Group. Geological mapping and soil sampling were not successful in locating the faulted off - continuation of the vein(s) that had been exploited.

It is apparent that the narrow quartz vein(s) containing the mineralization are limited in strike length and subsequently volume. As the underground workings have now been reclaimed, the permitting process that is required to reopen the workings is costly and time consuming. The economic target within the Casino - Red Cap Project is not large enough, at current gold prices, to warrant any further exploration work at this time. A substatial increase in gold prices would have to occur. Management is examining the markets for lead, zinc and silver (elements that were found during assaying of soil samples) to determine if an exploration program seeking those elements is warranted.





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Other than the foregoing we have not conducted any exploration on our property. The claims are valid until January 8, 2004 when a fee of $CAN 600 must be paid if equivalent property work is not performed.

Competitive Industry

The gold mining industry is fragmented. We compete with other exploration companies looking for gold. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the gold mining market. While we compete with other exploration companies, there is no competition for the exploration or removal of mineralized material from our property. Readily available wholesale purchasers of gold and other precious metals exist in Canada and throughout the world. The largest are Handy & Harman, Englehard Industries, and Johnson Matthey, Ltd. The wholesale purchase of precious metals are affected by a number of factors beyond our control.

The factors are:



| | * 
* 
* 
* | fluctuations in the market price for gold
fluctuating supplies of gold
fluctuating demand for gold
mining activities by others
| | ---------- | ------------------------------------------------------------------------------------------------------------------------------

If we find gold which is deemed of economic grade and in sufficient quantities to justify removal, we would seek additional capital through a second public offering to build a mine and plant. We would then mine the gold. After mining we would process the ore through a series of steps which produces a rough concentrate. This rough concentrate is then sold to refiners and smelters for the value of the gold contained therein less the cost of further concentrating, refining and smelting. Refiners and smelters then sell the gold on the open markets through brokers who work for wholesales, including the major world wholesalers set forth above.

The current demand for gold exceeds the supply of gold. As such we believe we will not have any difficulty selling the gold we recover, however, please remember we haven't found any mineralized material as of today and there is no assurance we will find any mineralized material in the future.

Regulations

Our mineral exploration program is subject to the Canadian Mineral Tenure Act Regulation. This act sets forth rules for



| | * 
* 
* 
* | locating claims
posting claims
working claims
reporting work performed
| | ---------- | ----------------------------------------------------------------------

We are also subject to the British Columbia Mineral Exploration Code which tells us how and where we can explore for minerals. We are in compliance with these laws. Compliance with these rules and regulations will not adversely affect our operations.





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No aspects of the Canadian Mineral Tenure Act Regulation or the British Columbia Exploration Code will have any material impact upon our business or operations. We are in compliance with both acts.

Environmental Law

We are also subject to the Health, Safety and Reclamation Code for Mines in British Columbia. This code deals with environmental matters relating to the exploration and development of mining properties. Its goals are to protect the environment through a series of regulations affecting:



| | 1. 
2. 
3. | Health and Safety
Archaeological Sites
Exploration Access
| | ---------- | ---------------------------------------------------------

We are responsible to provide a safe working environment, not to disrupt archaeological sites, and conduct our activities in such a manner as to cause unnecessary damage to the property.

We will secure all necessary permits for exploration and will file final plans of operation prior to the commencement of any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Re-contouring and re-vegetation of disturbed surface areas will be completed pursuant to law. Any portals, adit or shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we commence our operations and know what that will involve from an environmental standpoint.

We are in compliance with the foregoing act and will continue to comply with the act in the future. We believe that compliance with the foregoing act will not adversely affect our business operations in the future.

Employees

We intend to continue to use the services of subcontractors for manual labor exploration work on our properties. Our only technical employees will be Messrs. Grenfal and Stytsenko, who are our officers and directors.

Employees and Employment Agreements

At present, we have no employees, other than Messrs. Grenfal and Stytsenko, our officers and directors, who were compensated for their services. Messrs. Grenfal and Stytsenko, do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employees.





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Risk Factors

1.   Because our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we may not be able to achieve our objectives and many have to suspend or cease operations.

Our auditors have issued a going concern opinion. This means that there is doubt that we can continue as an ongoing business for the next twelve months. Because our officers and directors are unwilling to loan or advance any additional capital to us, we may have to suspend or cease operations within four months.

2.   We have a limited operating history and have losses which we expect to continue into the future. If the losses continue we will have to suspend operations or cease operations.

We were incorporated in January 2000 and we started our proposed business operations but not realized any revenues. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $364,116. Our ability to achieve and maintain profitability and positive cash flow is dependent upon



| | * 
* 
* | our ability to locate a profitable mineral property
our ability to generate revenues
our ability to reduce exploration costs.
| | ------- | -----------------------------------------------------------------------------------------------------------------------------

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

3.   We have no known ore reserves and we cannot guarantee that we will find any gold or if we find gold that production will be profitable. If that happens we will have to cease operations.

We have no known ore reserves. We have not identified any gold on the property and we cannot guarantee we will ever find any gold. Even if we find that there is gold on our property, we cannot guarantee that we will be able to recover the gold. Even if we recover gold, we cannot guaranty that we will make a profit. If we can't find gold or it is not economical to recover the gold, we will have to cease operations.

4.   Rain and snow make the road leading to our property impassable during four months of the year. This will delay our proposed exploration operations which could prevent us from generating revenues.

Our proposed exploration work can only be performed approximately five to six months out of the year. This is because rain and snow cause roads leading to our property to be impassable during four months of the year. When roads are impassible, we are unable to work and as a consequence, unable generate revenues.





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5.   Because we are small and do not have much capital, we must limit our exploration and as a result may not find mineralized material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, even though our property may contain mineralized material. If we don't find mineralized material, we will cease operations.

6.   We may not have access to all of the supplies and materials we need for exploration which could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

7.   The price of gold is depressed compared to past years. This makes it harder to make a profit. If we can't make a profit, we will have to cease operations until market conditions improve or cease operations altogether.

The price of an ounce of gold is $375. In the past, the price of gold has been as high as $800 per ounce. In order to maintain operations, we will have to sell our gold for more than it costs us to mine it. The lower the price the more difficult it is to do this. If we can't make a profit we will have cease operations until the price of gold increases or cease operations all together. Because the cost to mine the gold is fixed, the lower the market.

8.   We do not have enough money to complete our exploration and as a result have to suspend our operations.

We do not have enough money to complete our exploration of our property. As a result, we will have to suspend our operations on the Casino claims.

9.   Because title to our property is held in the name of another person, if he transfers our property to someone other than us, we will cease operations.

Title to our property is not held in our name. Title to our property is recorded in the name of Hugh Grenfal. If Mr. Grenfal transfers our property to a third person, the third person will obtain good title and we will have nothing. If that happens we will be harmed in that we will not own any property and we will have to cease operations.

10.   Because title to our property is in the name of Mr. Grenfal, a creditor of Mr. Grenfal could attach a lien on our property and have it sold. If this happens, the creditor or a third party could take title to our property and we will cease operations.





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Because title to our property is in the name of Mr. Grenfal, a creditor of Mr. Grenfal could attach a lien on our property and have its sold. If that happens, the creditor or a third party buying the property at a judicial sale could take title to our property. If that happens, we will own no property and will cease operations.

11.   Because the SEC imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.

Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell our securities in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

12.   Because our officers and directors will own more than 50% of the outstanding shares, they are able to decide who will be directors and you are not able to elect any directors.

Messrs. Grenfal and Stytsenko own 30,000,000 shares and continue to control us. As a result, Messrs. Grenfal and Stytsenko are able to elect all of our directors and control our operations.

13.   Messrs. Grenfal and Stytsenko control prevents you from causing a change in the course of our operations.

Because Messrs. Grenfal and Stytsenko control us your ability to cause a change in the course of our operations is eliminated. As such, the value attribute to the right to vote is gone. This could result in a reduction in value of the shares you own because of the ineffective voting power.

14.   Our officers and directors have conflicts of interest in that they are officers and directors of other mining companies which will prevent them from devoting full-time to our operations which may affect our operations.

Our officers and directors have conflicts of interest in that they are officers and directors of other mining companies. Messrs. Grenfal and Stytsenko's other activities will prevent them from devoting full-time to our operations. This will slow our operations and may reduce our financial results because of the slow down in operations.







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ITEM 2.   DESCRIPTION OF PROPERTIES.

In January 2000, Hugh Grenfal our president and a member of the board of directors, acquired one mineral property containing six mining claims in British Columbia, Canada. The claims are recorded in Mr. Grenfal's name, however, title to the claims has been conveyed to us by an unrecorded deed. The  property is located near the town of Trail in south-central British Columbia, Canada.

Our offices are located at 1040 West Georgia Street, Suite 1160, Vancouver, British Columbia, Canada V6E 4H1. Our telephone number is (604) 605-0885. We lease our office space from Callinan Mines Ltd. on a month to month basis and our monthly rental is determined by usage. During the fiscal year ending June 30, 2003, we paid $911 for rent.

ITEM 3.   LEGAL PROCEEDINGS.

We are not a party to any pending litigation and none is contemplated or threatened.

ITEM 4.   SUBMISSION OR MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to the shareholders during 2003.



PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

An extremely limited market exists for our securities and there is no assurance that a regular trading market will develop, or if developed, that it will be sustained.   On March 25, 2002, our securities began trading on the over-the-counter on the Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol "ABRM." As trading is thin and sporadic, a shareholder may therefore be unable to resell the securities referred to herein should he or she desire to do so.  Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. On August 7th, 2003 the bid price was $0.37 and the offer price was $0.67 and a last-trade price of $0.67 on June 11, 2003. The following sets forth a summary of trading prices from March 25, 2002 through June 30, 2003.

The shares were split 6:1 effective November 25, 2002, and the figures following are adjusted for that split.







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Quarter ended



|     | High Bid                                  | Low Bid                |                        
|---- | ----------------------------------------- | ---------------------- | -----------------------
|2002 |                                           |                        |                        
|     | March 31
June 30
September 30
December 31 | 0.168
0.417
0.50 
1.01 | 0.042
0.042
0.258
0.458
|2003 |                                          
|     | March 31
June 30                          | 1.01
0.73              | 0.55 
0.58             

We have no outstanding options or warrants, or other securities convertible into, common equity. Of the 34,464,090 shares of common stock outstanding as of June 30, 2002, 30,000,000 shares were issued to our officers and directors, and may only be resold in compliance with Rule 144 of the Securities Act of 1933.

At August 22, 2003, there were 16 holders of record including shares held by brokerage clearing houses, depositories or otherwise in unregistered form.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

SEC Rule 15(g) of the Securities Exchange Act of 1934

Our company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.





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Securities authorized for issuance under equity compensation plans

We do not have and equity compensation plans and accordingly we have no securities authorized for issuance thereunder.

Our public offering

On July 22, 2001, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, SEC File no. 333-35586. We offered up to 2,000,000 shares at $0.10 per share.

On January 25, 2002, we completed our public offering by raising $74,401.50, and sold 744,015 shares of our common stock at an offering price of $0.10 per share. There was no underwriter.

From the effective date of the registration statement to the ending date of the reporting period, June 30, 2003, no underwriting discounts nor commissions, finders' fees and similar expenses (direct or indirect) were paid. The gross proceeds of the offering were $74,401.50.

The net offering proceeds were $74,401.50. From the effective date of the public offering to June 30, 2003, the total amount of expenses incurred were $nil and the total amount of expenses paid from the proceeds were $nil. Of the expenses paid, direct payments to officers, directors, or owners of 10% of the total outstanding shares of our common stock totaled $nil. Direct or indirect expenses payments to others was $nil.

The net offering proceeds to us after deducting the total expenses was $74,401.50.  From the effective date of the registration statement to the ending date of the reporting period, June 30, 2003, no funds were used for the construction of plant, buildings or facilities, no funds were used for purchases of real estate or acquisition of other business or temporary investments other than bank accounts.  From the effective date of the public offering to June 30, 2003, the total amount of direct payments to officers, directors, or owners of 10% of the total outstanding shares of our common stock totaled $nil. Direct or indirect expenses payments to others was $nil.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Cautionary Statement Regarding Forwarding-looking Statements

Some discussions in this report may contain forward-looking statements that involve risks and uncertainties. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Such factors include, those discussed in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and

Results of Operations" and "Business," as well as those discussed elsewhere in this report. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.

Financial Condition, Liquidity and Capital Resources

Since inception on January 21, 2000, our Company has been engaged in exploration of mineral properties. Our Company's principal capital resources have been acquired through issuance of common stock and from shareholder loans.  On July 22, 2001, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, and we raised $74,401.50 from our public offering.





-14-

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At June 30, 2003, we had a working capital deficiency of $14,757 compared to $2,956 surplus at June 30, 2002. This change is primarily the result of ongoing professional fees.

At June 30, 2003, our total assets were $1,459. Our total liabilities rose to $16,174 from ongoing professional fees.

We have not had revenues from inception. There may be insufficient capital to fully explore and develop our property.  Our Company has no long-term debt.

We will not be conducting any product research or development. We do not expect to purchase or sell any significant equipment. We do not expect any significant changes in the number of our employees.

We will have to raise additional cash to remain in business.  We have inadequate cash reserves to maintain offices through the next twelve months ending in June 30, 2004. Even if management were to restrain spending to one-half of the 2003 rate, all funds have been expended immediately and more will be needed soon to continue. Our ability to carry on as a going concern will therefore depend on the ability of management to secure additional capital in the near future.

Results of Operations

Our Company posted losses of $17,713 for the year ending June 30, 2003. The principal components of the loss were professional expenses as well as general and administrative expenses.

Critical accounting policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations. See also the notes consolidated Financial Statements. Note that our preparation of this Annual Report on Form 10-KSB and the Quarterly Reports on Form 10-QSB requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

(1)   Functional currency and treatment of foreign currency translation.  Due to the majority of the Company's financial operations being based in the United States, the US Dollar is both the functional and the reporting currency, although the Company's main asset (a mineral property) is in Canada. Books and records and bank accounts are maintained in US Dollars. Monetary and liabilities denominated in Canadian Dollars are translated into US dollars at the exchange rate in effect at the balance sheet date. Income and expense items are translated at the exchange rate prevailing when the transaction occurred.

(2)   Research, development and exploration expenditures.  All research development and exploration expenditures incurred have been generated internally and are charged to operations.

(3)   Capitalization of intangible assets.  Intangible assets (none at present) are amortized over the useful life of the asset, as determined by management, not to exceed the legal life.

Contractual commitments

The Company has no contractual commitments.





-15-

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Recent accounting pronouncements

In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" was issued. This statement provides guidance on the classification of gains and losses from the extinguishment of debt and on the accounting for certain specified lease transactions. The Company has adopted the provisions of this standard effective April 1, 2002 and, accordingly, has recorded the gain from early extinguishment of debt as discussed in Note 8 to the financial statements as ordinary income.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS No. 146"). SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities. SFAS No. 146 also addresses recognition of certain costs related to terminating a contract that is not a capital lease, costs to consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. Given that SFAS No. 146 was issued in June 2002 and is not yet effective, the impact on the Company's financial position or results of operations from adopting SFAS No. 146 has not been determined, although given the nature of the Company's business the impact is expected to be minuscule.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The transition provisions do not currently have an impact on the Company's financial position and results of operations as the Company currently has no stock-based employee compensation.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of non-public entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.





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FASB has also issued SFAS No. 145, 147 and 149 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed.

ITEM 7. FINANCIAL STATEMENTS.

Aberdene Mines Limited
(An Exploration Stage Company)



|                                            | Index
|------------------------------------------- | -----
|                                           
|Independent Auditors' Report                | F-1  
|Balance Sheets                              | F-2  
|Statements of Operations                    | F-3  
|Statements of Cash Flows                    | F-4  
|Statement of Stockholders' Equity (Deficit) | F-5  
|Notes to the Financial Statements           | F-6  





















-17-

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Independent Auditors' Report



To the Stockholders
Aberdene Mines Limited
(An Exploration Stage Company)

We have audited the accompanying balance sheet of Aberdene Mines Limited (a Nevada corporation) as of June 30, 2003, and the related statement of operations, cash flows and stockholders' deficit for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The accompanying balance sheet of Aberdene Mines Limited as of June 30, 2002, and the related statement of operations, cash flows and stockholders' deficit accumulated for the period from January 21, 2000 (Date of Inception) to June 30, 2002 and the year ended June 30, 2002, was audited by other auditors in their report dated August 5, 2002. Those auditors expressed an unqualified opinion on those financial statements and included an explanatory paragraph describing the substantial doubt about the Company's ability to continue as a going concern.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the aforementioned financial statements referred to above present fairly, in all material respects, the financial position of Aberdene Mines Limited as of June 30, 2003, and the results of its  operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not obtained profitable operations since inception and will need additional financing to sustain operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Manning Elliott
CHARTERED ACCOUNTANTS
Vancouver, Canada
July 15, 2003





F-1

-18-

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Aberdene Mines Limited
(An Exploration Stage Company)
Balance Sheets
(expressed in U.S. dollars)



|                                                                                                                   | June 30,
2003
$ |  | June 30,
2002
$
|------------------------------------------------------------------------------------------------------------------ | --------------- |  | ---------------
|ASSETS                                                                                                             |                 |  |                
|                                                                                                                   |                 |  |                
|Current Assets                                                                                                     |                 |  |                
|                                                                                                                   |                 |  |                
|Cash                                                                                                               | 1,006           |  | 1,571          
|Deposits                                                                                                           | 411             |  | 2,062          
|                                                                                                                   |                 |  |                
|Total Current Assets                                                                                               | 1,417           |  | 3,633          
|                                                                                                                   |                 |  |                
|Mineral Properties (Note 3)                                                                                        | 42              |  | 42             
|                                                                                                                   |                 |  |                
|Total Assets                                                                                                       | 1,459           |  | 3,675          
|                                                                                                                   |                 |  |                
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                     |                 |  |                
|                                                                                                                   |                 |  |                
|Current Liabilities                                                                                                |                 |  |                
|                                                                                                                   |                 |  |                
|Accounts payable                                                                                                   | 3,101           |  | 455            
|Accrued liabilities                                                                                                | 8,088           |  | -              
|Advances from related party (Note 4(b))                                                                            | 4,985           |  | 222            
|                                                                                                                   |                 |  |                
|Total Liabilities                                                                                                  | 16,174          |  | 677            
|                                                                                                                   |                 |  |                
|Contingency (Note 1)                                                                                               |                 |  |                
|                                                                                                                   |                 |  |                
|Stockholders' Equity (Deficit)                                                                                     |                 |  |                
|                                                                                                                   |                 |  |                
|Common Stock, 100,000,000 shares authorized with a par value of $0.00001; 34,464,090 shares issued and outstanding | 345             |  | 345            
|                                                                                                                   |                 |  |                
|Additional Paid-in Capital                                                                                         | 349,056         |  | 349,056        
|                                                                                                                   |                 |  |                
|                                                                                                                   | 349,401         |  | 349,401        
|                                                                                                                   |                 |  |                
|Deficit Accumulated During the Exploration Stage                                                                   | (364,116)       |  | (346,403)      
|                                                                                                                   |                 |  |                
|Total Stockholders' Equity (Deficit)                                                                               | (14,715)        |  | 2,998          
|                                                                                                                   |                 |  |                
|Total Liabilities and Stockholders' Equity                                                                         | 1,459           |  | 3,675          





(The Accompanying Notes are an Integral Part of these Financial Statements)
F-2

-19-

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Aberdene Mines Limited
(An Exploration Stage Company)
Statements of Operations
(expressed in U.S. dollars)





|                                    | Accumulated from    |  |            |  |           
|----------------------------------- | ------------------- |  | ---------- |  | ----------
|                                    | January 21, 2000    |  |            |  |           
|                                    | (Date of Inception) |  | Year Ended |  |           
|                                    | to June 30,         |  | June 30,   |  |           
|                                    | 2003
$              |  | 2003
$     |  | 2002
$    
|                                    |                     |  |            |  |           
|Revenue                             | -                   |  | -          |  | -         
|                                    |                     |  |            |  |           
|                                    |                     |  |            |  |           
|Expenses                            |                     |  |            |  |           
|                                    |                     |  |            |  |           
|Consulting                          | 273,469             |  | -          |  | -         
|General and administration          | 14,389              |  | 266        |  | 13,017    
|Mining exploration                  | 3,543               |  | 1,906      |  | 249       
|Professional fees                   | 61,155              |  | 14,125     |  | 22,323    
|Rent (Note 4(a))                    | 4,780               |  | 911        |  | 1,953     
|Transfer agent and filing fees      | 2,331               |  | 505        |  | 1,826     
|Travel                              | 4,449               |  | -          |  | 4,449     
|                                    |                     |  |            |  |           
|                                    | 364,116             |  | 17,713     |  | 43,817    
|                                    |                     |  |            |  |           
|Net Loss for the Period             | (364,116)           |  | (17,713)   |  | (43,817)  
|                                    |                     |  |            |  |           
|                                    |                     |  |            |  |           
|Net Loss Per Share - Basic          |                     |  | -          |  | -         
|                                    |                     |  |            |  |           
|                                    |                     |  |            |  |           
|Weighted Average Shares Outstanding |                     |  | 34,464,000 |  | 31,215,612

(Diluted loss per share has not been presented as the result is anti-dilutive)









(The Accompanying Notes are an Integral Part of these Financial Statements)
F-3

-20-

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Aberdene Mines Limited
(An Exploration Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)



|                                          |                                                                             |                                            | For the Period from January 21, 2000
|----------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------
|                                          | Year Ended
June 30,                                                         |                                            | (Date of Inception)
to June 30,     
|                                          | 2003
$                                                                      |                                            | 2002
$                              
|                                          |                                                                             |                                            |                                     
|Cash Flows From Operating Activities      |                                                                             |                                            |                                     
|                                          | Net loss                                                                    | (17,713)                                   |                                     
|                                          |                                                                             |                                            |                                     
|                                          | Adjustments to reconcile net loss to net cash used by operating activities: |                                            |                                     
|                                          |                                                                             | Payment of expenses from issuance of stock | -                                   
|                                          | Change in operating assets and liabilities                                  |                                            |                                     
|                                          |                                                                             | Deposits and prepaid expenses              | 1,651                               
|                                          |                                                                             | Accounts payable and accrued liabilities   | 10,734                              
|                                          |                                                                             | Due to related parties                     | 4,763                               
|                                          |                                                                             |                                            |                                     
|Net Cash (Used In) Operating Activities   | (565)                                                                       |                                            | (51,209)                            
|Cash Flows From Financing Activities      |                                                                             |                                            |                                     
|                                          | Proceeds from related party advances                                        |                                            | -                                   
|                                          | Proceeds from sale of common stock                                          | -                                          |                                     
|                                          | Repayment of related party loans                                            | -                                          |                                     
|                                          | Proceeds from related party loans                                           | -                                          |                                     
|                                          |                                                                             |                                            |                                     
|Net Cash Provided By Financing Activities | -                                                                           |                                            | 52,711                              
|                                          |                                                                             |                                            |                                     
|Increase (Decrease) in Cash               | (565)                                                                       |                                            | 1,502                               
|                                          |                                                                             |                                            |                                     
|Cash - Beginning of Period                | 1,571                                                                       |                                            | 69                                  
|                                          |                                                                             |                                            |                                     
|Cash - End of Period                      | 1,006                                                                       |                                            | 1,571                               
|                                          |                                                                             |                                            |                                     
|Non-Cash Financing Activities             |                                                                             |                                            |                                     
|                                          | Stock issued in payment of consulting and other expenses                    | -                                          |                                     
|                                          | Stock issued in payment of advances                                         | -                                          |                                     
|                                          | Stock issued in payment of mining claims                                    | -                                          |                                     
|                                          |                                                                             |                                            |                                     
|Supplemental Disclosures                  |                                                                             |                                            |                                     
|                                          | Interest paid                                                               | -                                          |                                     
|                                          | Income taxes paid                                                           | -                                          |                                     







(The Accompanying Notes are an Integral Part of these Financial Statements)
F-4

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Aberdene Mines Limited
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
(expressed in U.S. dollars)



|                                                                           | Common Stock | Additional
Paid-In
Capital
$ | Deficit Accumulated During Exploration
Stage
$ | Total Stockholders'
Equity
(Deficit)
$
|-------------------------------------------------------------------------- | ------------ | ---------------------------- | ---------------------------------------------- | --------------------------------------
|                                                                           | # of
Shares  | Amount
$                    
|                                                                           |              |                              |                                                |                                       
|Balance - January 21, 2000 (Date of Inception)                             | -            | -                            | -                                              | -                                     
|                                                                           |              |                              |                                                |                                       
|Issuance of stock for services and payment of advances for $.055 per share | 30,000,000   | 300                          | 274,700                                        | -                                     
|                                                                           |              |                              |                                                |                                       
|Net loss for period                                                        | -            | -                            | -                                              | (290,820)                             
|                                                                           |              |                              |                                                |                                       
|Balance - June 30, 2000                                                    | 30,000,000   | 300                          | 274,700                                        | (290,820)                             
|                                                                           |              |                              |                                                |                                       
|Net loss for the year                                                      | -            | -                            | -                                              | (11,766)                              
|                                                                           |              |                              |                                                |                                       
|Balance - June 30, 2001                                                    | 30,000,000   | 300                          | 274,700                                        | (302,586)                             
|                                                                           |              |                              |                                                |                                       
|Sale of common stock for cash at $0.10 per share                           | 4,464,090    | 45                           | 74,356                                         | -                                     
|                                                                           |              |                              |                                                |                                       
|Net loss for the year                                                      | -            | -                            | -                                              | (43,817)                              
|                                                                           |              |                              |                                                |                                       
|Balance - June 30, 2002                                                    | 34,464,090   | 345                          | 349,056                                        | (346,403)                             
|                                                                           |              |                              |                                                |                                       
|Net loss for the year                                                      | -            | -                            | -                                              | (17,713)                              
|                                                                           |              |                              |                                                |                                       
|Balance - June 30, 2003                                                    | 34,464,090   | 345                          | 349,056                                        | (364,116)                             









(The Accompanying Notes are an Integral Part of these Financial Statements)
F-5

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Aberdene Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Exploration Stage Company

The Company was incorporated in the State of Nevada on January 21, 2000. In January 2000 the Company purchased six mineral claims, situated in the Casino-Red Cap property, Columbia River Valley in the Province of British Columbia, Canada.

The Company's principal business plan is to acquire, explore and develop mineral properties and to ultimately seek earnings by exploiting the mineral claims.

The Company has been in the exploration stage since its formation in January 2000 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Upon location of a commercial mineable reserve, the Company will actively prepare the site for extraction and enter a development stage. At present, management devotes most of its activities to raise sufficient funds to further explore and develop its mineral properties. Planned principal activities have not yet begun. The ability of the Company to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable mining operations. Management has plans to seek additional capital through a private placement and public offering of its common stock. There is no guarantee that the Company will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

At June 30, 2003, the Company had a working capital deficit of $14,757 and an accumulated deficit of $364,116.  The Company expects to fund itself in the next twelve months by sales of shares.

The Company filed an SB-2 Registration Statement with the United States Securities and Exchange Commission which has been declared effective.
2. Summary of Significant Accounting Principles

a)   Year End

The Company's year end is June 30.

b)   Basis of Accounting

These financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars.

c)   Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

d)   Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.





F-6

-23-

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Aberdene Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Summary of Significant Accounting Principles (continued)





F-7

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Aberdene Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Summary of Significant Accounting Principles (continued)

k)   Comprehensive Loss

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2003 and 2002, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

l)   Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of non-public entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The transition provisions do not currently have an impact on the Company's financial position and results of operations as the Company currently has no stock-based employee compensation.

In June, 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company adopted SFAS No. 146 on January 1, 2003. The effect of adoption of this standard on the Company's results of operations and financial position was not material.

FASB has also issued SFAS No. 145, 147 and 149 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed.

m)   Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current year presentation.





F-8

-25-

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Aberdene Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Mineral Properties
2. Related Party Transactions/Balances
3. Common Stock
4. Income Taxes



|                       | 2003
$  |  | 2002
$  
|---------------------- | ------- |  | --------
|                       |         |  |         
|Net Operating Losses   | 17,713  |  | 43,817  
|Statutory Tax Rate     | 34%     |  | 34%     
|Effective Tax Rate     | -       |  | -       
|Deferred Tax Asset     | 6,022   |  | 14,898  
|Valuation Allowance    | (6,022) |  | (14,898)
|Net Deferred Tax Asset | -       |  | -       





F-9

-26-

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Aberdene Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Income Taxes (continued)

















F-10

-27-

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ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On October 7, 2002, the accounting firm of Williams & Webster, P.S. was dismissed by our Board of Directors as our independent auditors. During the two most recent fiscal years and subsequent interim period, there were no disagreements on matters of accounting principles and practices, financial disclosure, or auditing scope of procedure between us and Williams & Webster. Williams & Webster, P.S. were dismissed because we determined that it was in the Company's best interest to have its auditor located in Vancouver, British Columbia where our corporate headquarters are located.

The report of Williams & Webster, P.S. on our financial statements as of and for the years ended June 30, 2002 and 2001 did not contain an adverse, qualified or disclaimer of opinion. However, the report did contain an explanatory paragraph wherein Williams & Webster expressed substantial doubt about our ability to continue as a going concern.

We requested Williams & Webster to furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by us in response to  Item 4 of our Form 8-K filed with the SEC, and, if not, stating the respects in which Williams & Webster did not agree. The Registrant delivered a copy of its Form 8-K  to Williams & Webster on October 18, 2002, via facsimile. On October 29, 2002, Williams & Webster replied and letter agreed with the statements contained therein was filed as Exhibit 16.1 to our Form 8-K/A-1 filed with the SEC on November 5, 2002.

At our board meeting on October 7, 2002, our Board of Directors engaged Manning Elliott, Chartered Accountants, 11th Floor, 1050 West Pender Street, Vancouver, British Columbia, Canada V6E 3S7, as our independent auditor for our fiscal year ending June 30, 2003. Manning Elliott accepted such appointment on October 11, 2002.  Prior to their appointment, we did not consult with Manning Elliott on any matters related to accounting or the type of opinion they may issue or disagreements between the accountants.

ITEM 8A.   CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  Within 90 days prior to the date of this report, the Company's management carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in connection with the filing of this Annual Report on Form 10-KSB for the year ended June 30, 2003.

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.





-28-

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PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The name, age and position held by each of the directors and officers of our company are as follows:



|Name              | Age |  | Position(s)                                                                                                   
|----------------- | --- |  | --------------------------------------------------------------------------------------------------------------
|Hugh Grenfal, Jr. | 33  |  | President, Chief Executive Officer, Treasurer, Chief 
Financial Officer and a member of the Board of Directors
|Andrei Stytsenko  | 32  |  | Secretary and a member of the Board of Directors                                                              

All directors have a term of office expiring at the next annual general meeting of our company, unless re-elected or earlier vacated in accordance with the Bylaws of our company. All officers have a term of office lasting until their removal or replacement by the board of directors.

Hugh Grenfal has been President, Chief Executive Officer, Treasurer, Chief Financial Officer and a member of the board of directors of the Company since inception January 21, 2000. From January 1991 to June 1996, Mr. Grenfal was President of Booker Gold Explorations Ltd., a mining and exploration corporation located in Vancouver, British Columbia. From October 1996 to December 2001, Mr. Grenfal was a Director of Callinan Mines Limited, a mining and exploration corporation located in Vancouver, British Columbia with revenue producing copper and zinc properties located in Manitoba, Canada.

From June 20, 1999 to May 11, 2000, Mr. Grenfal was president of Paxton Mining Corporation located in Vancouver, British Columbia. Paxton Mining Corporation was a mining company. Since January 2000, Mr. Grenfal has been president of Aberdene Mines Limited located in Vancouver, British Columbia. Aberdene Mines is a mining exploration company. From September 1999 to February 2002, Mr. Grenfal was president of Palal Mining Corporation located in Vancouver, British Columbia. Palal Mining was an exploration company that has since changed its line of business to hydrocarbon exploration and development and been renamed TexEn Oil and Gas Inc.

Since September 1999, Mr. Grenfal has been president of Ancona Mining Corporation located in Vancouver, British Columbia. Ancona Mining Corporation is an exploration company. From July 2000 to September 2001, Mr. Grenfal was president of Raglan Mines Limited located in Vancouver, British Columbia. Raglan Mines Limited is a mining exploration company. Mr. Grenfal is currently not a full time employee with another entity.

Andrei Stytsenko has been our Secretary and a member of our board of directors since inception. From 1985 to 1996, Mr. Stytsenko was the managing supervisor for Ivano Frankovski Drilling Company, located in North Russia. Mr. Stytsenko's responsibilities included drilling holes up to 13,000 feet in depth for the exploration of oil and gas. From 1997 until 1998 , Mr. Stytsenko was field supervisor for Booker Gold Exploration located in Vancouver, British Columbia. Mr. Stytsenko's responsibilities included core loding, assaying and mapping. Mr. Stytsenko received a degree as a Engineer Specialist in oil and gas drilling in 1996.





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Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Compliance with Section 16 (a) of the Exchange Act

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934 during our most recent fiscal year and Forms 5 and amendments thereto furnished to us with respect to our most recent fiscal year, all officers, directors and owners of 10% or more of our outstanding shares have filed all Forms 3, 4 an 5 required by Section 16(a) of the Securities Exchange Act of 1934.

Audit Committee and Charter

We have an audit committee and audit committee charter.  Our audit committee is comprised of all of our officers and directors.  None of directors are deemed independent.  All directors also hold positions as our officers.  A copy of our audit committee charter is filed as an exhibit to this report.  Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of our audit committee charter is filed as an exhibit to this report.

Audit Committee Financial Expert

We have no financial expert.  We believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because of our limited operations, we believe the services of a financial expert are not warranted.





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Code of Ethics

We have adopted a corporate code of ethics.  A copy of the code of ethics is filed as an exhibit to this report.  We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter.  Our disclosure committee is comprise of all of our officers and directors.  The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfulling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.  A copy of our disclosure committee charter is filed with this report.

ITEM 10.   EXECUTIVE COMPENSATION.

The following table sets forth information with respect to compensation paid by the Company to the Chief Executive Officer and the other highest paid executive officers (the "Named Executive Officer") during the three most recent fiscal years.

Summary Compensation Table



|                                                             |                |                     | Long Term Compensation |                              
|------------------------------------------------------------ | -------------- | ------------------- | ---------------------- | -----------------------------
|                                                             |                | Annual Compensation | Awards                 | Payouts                      
|(a)                                                          | (b)            | (c)                 | (d)                    | (e)                          
|Name and Principal Position [1]                              | Year           | Salary
($)          | Bonus
($)              | Other
Annual
Compensation
($)
|Hugh Grenfal, Jr. 
President, CEO, Treasurer, CFO & Director | 2003
2002
2001 | 0
0
0               | 0
0
0                  | 0
0
0                        
|Andrei Stytsenko
Secretary & Director                        | 2003
2002
2001 | 0
0
0               | 0
0
0                  | 0
0
0                        

[1]   All compensation received by the officers and directors has been disclosed.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Option/SAR Grants

No individual grants of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs have been made to any executive officer or any director since our inception, accordingly, no stock options have been exercised by any of the officers or directors in fiscal 2003





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Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.

Compensation of Directors

The directors did not receive any other compensation for serving as members of the board of directors. The Board has not implemented a plan to award options. There are no contractual arrangements with any member of the board of directors.

We do not expect to pay any salaries to any of our officers until such time as we generate sufficient revenues to do so. We do not anticipate paying any salaries to our officers until fiscal 2003. We do not intend to pay any additional compensation to our directors. As of the date hereof, we have not entered into employment contracts with any of our officers and we do not intend to enter into any employment contracts until such time as it profitable to do so.

Indemnification

Pursuant to the articles of incorporation and bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the state of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933 which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in the Act and is, therefore unenforceable.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of August 22, 2003, the beneficial shareholdings of persons or entities holding five percent or more of the Company's common stock, each director individually, each named executive officer and all directors and officers of the Company as a group. Each person has sole voting and investment power with respect to the shares of Common Stock shown, and all ownership is of record and beneficial.









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|Name of Beneficial Owner                         | Amount and
Nature of
Beneficial Owner | Position                                                                                                      | Percent
of Class
|------------------------------------------------ | ------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ----------------
|Hugh Grenfal, Jr.                                | 15,000,000                            | President, Chief Executive Officer, Treasurer, Chief Financial Officer and a member of the Board of Directors | 43.52%          
|Andrei Stytsenko                                 | 15,000,000                            | Secretary and a member of the Board of Directors                                                              | 43.52%          
|All officer and Directors as a Group
(2 Persons) | 30,000,000                            |                                                                                                               | 87.04%          

[1]   The persons named above are our parents and promoters within the meaning of such terms under the Securities Act of 1933 by virtue of their direct and indirect stock holdings.

Changes in Control

To the knowledge of management, there are no present arrangements or pledges of securities of the Company which may result in a change in control of the Company.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On November 18, 2002, our board of directors approved a five-for-one split of common shares.  For example, a shareholder owning 100 shares on November 18, 2002 would have received 400 new shares, to give him or her a total of 500.

In January 2000, we issued a total of 5,000,000 shares of restricted common stock (30,000,000 post-split) to Hugh Grenfal and Andrei Stytsenko, officers and directors of our company. This was accounted for as a compensation expense of $273,469 and advances and reimbursement expenses and mining claims of $1,531.

Since our inception, Mr. Grenfal, advanced loans to us in the total sum of $21,690, which were used for organizational and start-up costs and operating capital. The loans were paid back during the year ended June 30, 2002.

We lease our office space from Callinan Mines Ltd. on a month to month basis and our monthly rental is determined by usage. Hugh Grenfal, our President is a former director of Callinan Mines Ltd. During the fiscal year ending June 30, 2003, we paid $911 for rent.

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K.

Reports on Form 8-K

No Form 8-Ks have been filed during the fourth quarter.





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Exhibits

The following exhibits are incorporated herein by reference from the Registrant's Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-35586 on April 26, 2000.  Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:



|Exhibit No.                                                    | Document Description                                                                                                                                                                                                    
|-------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  
3.2 
4.1 
10.1 
10.2 
10.3 
10.4 
10.5 
10.6 
10.7 
99.1 | Articles of Incorporation.  
Bylaws.  	
Specimen Stock Certificate.   
Casino 1 Claim. 
Casino 2 Claim. 
Casino 3 Claim. 
Casino 4 Claim.
Casino 5 Claim.
Casino 6 Claim.
Statement of Trustee. 
Subscription Agreement.

The following exhibits are filed with this report:



|14.1* |  | Code of Ethics                                                                                                                                                                                 
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1* |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|32.1* |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).                  
|99.1* |  | Audit Committee Charter                                                                                                                                                                        
|99.2* |  | Disclosure Committee Charter                                                                                                                                                                   

*    Previously filed.

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

(1)   Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-QSBs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2003 - $-0- Williams & Webster, P.S.
2002 - $2,407.50 Williams & Webster, P.S.

2003 - $3,000.00 Manning Elliott
2002 - $-0- Manning Elliott





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(2)   Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2003 - $nil - Williams & Webster, P.S.
2002 - $nil - Williams & Webster, P.S.

2003 - $nil - Manning Elliott
2002 - $nil - Manning Elliott

(3)   Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2003 - $nil - Williams & Webster, P.S.
2002 - $nil - Williams & Webster, P.S.

2003 - $nil - Manning Elliott
2002 - $nil - Manning Elliott

(4)   All Other Fees

The aggregate fees billed in each of the last tow fiscal yeas for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2003 - $nil - Williams & Webster, P.S.
2002 - $nil - Williams & Webster, P.S.

2003 - $nil - Manning Elliott
2002 - $nil - Manning Elliott

(5)   Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6)   The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 0%.









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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 17th day of September, 2003.



| | ABERDENE MINES LIMITED(Registrant)
| | ----------------------------------



| | BY: | /s/ Hugh Grenfal, Jr.
Hugh Grenfal, Jr., President, Principal Executive Officer, Treasurer, Principal Financial Officer and member of the Board of Directors
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.



|Signatures                              | Title                                                                                                                 | Date      
|--------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ----------
|/s/ Hugh Grenfal, Jr.
Hugh Grenfal, Jr. | President, Principal Executive Officer, Treasurer, Principal Financial Officer and a member of the Board of Directors | 09/17/2003
|/s/ Andrei Stytsenko
Andrei Stytsenko   | Secretary and a member of the Board of Directors                                                                      | 09/17/2003













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